UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 8)
Under the Securities Exchange Act of 1934
HAWAIIAN HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
419879-101
(CUSIP Number)
Thomas X. Fritsch, Esq.
885 Third Avenue
34th Floor
New York, New York 10022
Tel. No.: (212) 888-5500
COPY TO:
John K. Hughes
Sidley, Austin, Brown & Wood LLP
1501 K Street, N.W.
Washington, D.C. 20005
Tel. No.: (202) 736-8000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 1, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
(Continued on following pages)
SCHEDULE 13D
Cusip No. 419879-101
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1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION Nos. OF ABOVE PERSONS (ENTITIES ONLY)
AIP, LLC
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3
SEC USE ONLY
----------- --------------------------------------------------------------------------------------- -------------------------------
4
SOURCE OF FUNDS
N/A
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5 |_|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7
SHARES SOLE VOTING POWER
14,159,403
-------- ------------------------------------------------------------------------------------------------
BENEFICIALLY 8
OWNED BY SHARED VOTING POWER
None
-------- ------------------------------------------------------------------------------------------------
EACH 9
REPORTING SOLE DISPOSITIVE POWER
14,159,403
-------- ------------------------------------------------------------------------------------------------
PERSON 10
WITH SHARED DISPOSITIVE POWER
None
------------------------- -------- ------------------------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,159,403
----------- ----------------------------------------------------------------------------------------------------------- -----------
12 |_|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
----------- ----------------------------------------------------------------------------------------------------------- -----------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.94%
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14
TYPE OF REPORTING PERSON
CO (limited liability company)
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Cusip No. 419879-101
----------- --------------------------------------------------------------------------------------- -------------------------------
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION Nos. OF ABOVE PERSONS (ENTITIES ONLY)
John W. Adams
----------- --------------------------------------------------------------------------------------- -------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
----------- --------------------------------------------------------------------------------------- -------------------------------
3
SEC USE ONLY
----------- --------------------------------------------------------------------------------------- -------------------------------
4
SOURCE OF FUNDS
N/A
----------- --------------------------------------------------------------------------------------- -------------------------------
5 |_|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
----------- --------------------------------------------------------------------------------------- -------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
----------- --------------------------------------------------------------------------------------- -------------------------------
NUMBER OF 7
SHARES SOLE VOTING POWER
14,433,408
-------- ------------------------------------------------------------------------------------------------
BENEFICIALLY 8
OWNED BY SHARED VOTING POWER
None
-------- ------------------------------------------------------------------------------------------------
EACH 9
REPORTING SOLE DISPOSITIVE POWER
14,433,408
-------- ------------------------------------------------------------------------------------------------
PERSON 10
WITH SHARED DISPOSITIVE POWER
None
------------------------- -------- ------------------------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,433,408
----------- ----------------------------------------------------------------------------------------------------------- -----------
12 |_|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
----------- ----------------------------------------------------------------------------------------------------------- -----------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.89%
----------- ----------------------------------------------------------------------------------------------------------- -----------
14
TYPE OF REPORTING PERSON
IN
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AMENDMENT NO. 8 TO SCHEDULE 13D
This is Amendment No. 8 (this "Amendment") to the Schedule 13D filed
by the reporting persons listed above with respect to the Common Stock, par
value $.01 per share (the "Common Stock"), of Hawaiian Holdings, Inc., a
Delaware corporation (the "Company"), dated as of January 18, 1996, as amended
by Amendment No. 1, dated as of January 31, 1996, as amended by Amendment No.
2, dated as of December 19, 2001, as amended by Amendment No. 3, dated as of
April 22, 2002, as amended by Amendment No. 4, dated as of May 7, 2002, as
amended by Amendment No. 5, dated as of May 31, 2002, as amended by Amendment
No. 6, dated as of July 11, 2002, and as amended by Amendment No. 7, dated as
of September 9, 2002 (the "Original Schedule 13D").
This Amendment should be read in conjunction with, and is qualified
in its entirety by reference to, the Original Schedule 13D and the applicable
exhibits thereto. Except as disclosed in and amended by this Amendment, all
information set forth in the Original Schedule 13D is unaffected hereby.
Item 4 of the Original Schedule 13D is hereby supplemented by the
following:
Item 4. Purpose of Transaction.
As previously disclosed in the Company's Current Report on Form 8-K
filed on March 21, 2003, the Company's Form 12b-25 filed on March 21, 2003,
and the Company's Form 12b-25 filed on April 30, 2003, on March 21, 2003
Hawaiian Airlines, Inc. ("Hawaiian Airlines"), the sole operating subsidiary
of the Company, filed a voluntary petition for reorganization under Chapter 11
of the United States Bankruptcy Code (the "Chapter 11 Filing") in the United
States Bankruptcy Court for the District of Hawaii (the "Bankruptcy Court")
(Case No. 03-00827).
On March 1, 2004, the Company and AIP, LLC ("AIP" and collectively
with the Company, the "Plan Proponents") filed a preliminary plan of
reorganization (the "Proposed HHI Plan") with the Bankruptcy Court that
proposes to recapitalize and reorganize Hawaiian Airlines. A copy of the
Proposed HHI Plan is filed as Exhibit 1 hereto. The Company also issued a
press release on March 1, 2004 relating to the Proposed HHI Plan. The Proposed
HHI Plan is subject to approval and confirmation by the Bankruptcy Court and
Hawaiian Airlines' creditors. Under the Proposed HHI Plan, Hawaiian Airlines
would emerge from bankruptcy by the Fall of 2004 and expand into Asia and
other markets in the continental United States.
Under the Proposed HHI Plan, an investor group would make an
investment of not less than $30 million of new capital in Hawaiian Airlines in
exchange for receiving 50% of the common stock of the reorganized Hawaiian
Airlines. The investor group would be comprised of AIP, which is an affiliate
of the Company, and/or the Company through a rights offering to be offered to
all of the Company's shareholders, and other parties who as a result of
negotiations with the Plan Proponents would contribute to the investor group.
The Proposed HHI Plan also
provides that the existing equity in Hawaiian Airlines that is owned by the
Company or any affiliate, and owned indirectly by the Company's shareholders,
would receive 40% of the common stock of the reorganized Hawaiian Airlines,
plus such additional shares as the Company and AIP may provide from the shares
of common stock issued to them by the reorganized Hawaiian Airlines.
Also under the Proposed HHI Plan, unsecured creditors holding claims
in excess of $500,000 would receive subordinated notes issued by Hawaiian
Airlines in the aggregate amount of $160 million, plus 10% of the new common
stock of the reorganized Hawaiian Airlines, as well as the right to receive a
pro-rata share of a pre-determined percentage of the net proceeds (if any) in
a proposed litigation trust. Unsecured creditors holding claims up to $500,000
would receive a cash payment of 50% of their allowed claims and their pro rata
share of a pre-determined percentage of the net proceeds (if any) in the
litigation trust. The Proposed HHI Plan also proposes that Hawaiian Airlines
accept aircraft lease terms that Boeing Capital Corporation ("BCC") and
affiliated entities ("Boeing") proposed in the reorganization plan that BCC,
BCC Equipment Leasing Corporation, and Corporate Recovery Group, LLC filed
with the Bankruptcy Court on February 10, 2004, as the Company disclosed in
its Current Report on Form 8-K filed February 13, 2004. Boeing is one of
Hawaiian Airlines' largest creditors.
The proposed litigation trust would be administered and overseen by
an independent committee and would receive any recovery resulting from the
litigation that has been commenced by the bankruptcy trustee in the Chapter 11
Filing against Mr. John W. Adams, the Company, AIP and certain other
affiliates of Mr. Adams. Mr. Adams is Chairman and Chief Executive Officer of
the Company and the Managing Member of AIP. Such litigation was disclosed in
the Company's Current Report on Form 8-K filed December 3, 2003. The
litigation trust also would receive any recovery resulting from potential
product warranty claims Hawaiian Airlines may have against certain Boeing
entities with respect to certain aircraft leased from those entities. Under
the Proposed HHI Plan, 65% of the proceeds (if any) received by the litigation
trust would be distributed to creditors of Hawaiian Airlines and 35% would be
distributed to the reorganized Hawaiian Airlines.
Under the Proposed HHI Plan, the reorganized Hawaiian Airlines would
continue to be led by Hawaiian Airlines' existing management team, and Mark B.
Dunkerly, currently the President of Hawaiian Airlines, would become the Chief
Executive Officer of the reorganized Hawaiian Airlines. The Company's proposed
board of directors would be comprised of nine members and would include, among
others, a chairman to be appointed by the Plan Proponents upon reasonable
approval by Hawaiian Airlines' official committee of unsecured creditors (the
"Creditors Committee"), the chief executive officer of Hawaiian Airlines, and
representatives of Hawaiian Airlines' three major unions. The Plan Proponents,
which includes AIP, would have the right to designate only one representative
to the proposed board of directors. Other directors would be appointed to the
board by the Creditors Committee upon reasonable approval by the Plan
Proponents. Mr. Adams would not have a management position with Hawaiian
Airlines or the Company. The Proposed HHI Plan also proposes that AIP or any
other controlling shareholder owning more than 30% of the new common stock of
the reorganized Hawaiian Airlines would enter into a shareholders agreement
designed to mitigate the influence that any
such controlling shareholder could have on the management of Hawaiian
Airlines. The Proposed HHI Plan also contemplates negotiation of a three year
contract extension with Hawaiian Airlines' unions with no wage concessions.
The Proposed HHI Plan is a preliminary plan of reorganization and is
subject to modification. The Plan Proponents anticipate filing an enhanced and
more detailed plan of reorganization for Hawaiian Airlines after all those
wishing to bid in the bankruptcy proceeding have been provided access to
complete financial and other information related to Hawaiian Airlines that has
heretofore not been made available in the bankruptcy proceeding. The Proposed
HHI Plan does not include any request for a topping fee bonus for the Company
or any other party for having submitted the reorganization plan. AIP expects
that other reorganization plans related to Hawaiian Airlines will be submitted
to the Bankruptcy Court.
Item 7. Material to be Filed as Exhibits.
Exhibit Number Document Description
------------------- ----------------------------
1 Plan of Reorganization Proposed for
Hawaiian Airlines, Inc., dated March 1,
2004.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: March 5, 2004
AIP, LLC
By: /s/ John W. Adams
-------------------------
Name: John W. Adams
Title: Managing Member
/s/ John W. Adams
-------------------
John W. Adams